31 CFR §354.2

1. (a)Except as provided in paragraph (b) of this section, the following are governed solely by the book-entry regulations contained in this part 354, the Securities Documentation (to the extent not inconsistent with these regulations) and Federal Reserve Bank Operating Circulars:
   1. (1)The rights and obligations of Sallie Mae and the Federal Reserve Banks with respect to:
      1. (i)A Book-entry Sallie Mae Security or Security Entitlement; and
      2. (ii)The operation of the Book-entry System as it applies to Sallie Mae Securities; and
   2. (2)The rights of any Person, including a Participant, against Sallie Mae and the Federal Reserve Banks with respect to:
      1. (i)A Book-entry Sallie Mae Security or Security Entitlement; and
      2. (ii)The operation of the Book-entry System as it applies to Sallie Mae Securities.
2. (b)A security interest in a Security Entitlement that is in favor of a Federal Reserve Bank from a Participant and that is not recorded on the books of a Federal Reserve Bank pursuant to § 354.4(c)(1), is governed by the law (not including the conflict-of-law rules) of the jurisdiction where the head office of the Federal Reserve Bank maintaining the Participant's Securities Account is located. A security interest in a Security Entitlement that is in favor of a Federal Reserve Bank from a Person that is not a Participant, and that is not recorded on the books of a Federal Reserve Bank pursuant to § 354.14(c)(1), is governed by the law determined in the manner specified in § 354.3.
3. (c)If the jurisdiction specified in the first sentence of paragraph (b) of this section is a State that has not adopted Revised Article 8 (incorporated by reference, see § 354.1), then the law specified in paragraph (b) shall be the law of that State as though Revised Article 8 had been adopted by that State.